FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MARAGANORE JOHN
2. Issuer Name and Ticker or Trading Symbol

ALNYLAM PHARMACEUTICALS, INC. [ ALNY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

675 WEST KENDALL STREET, HENRI A. TERMEER SQUARE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/19/2021
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 4/19/2021  A(1)  16236 A$0.0 222272 D  
Common Stock 4/20/2021  F(2)  7237 D$131.75 215035 D  
Common Stock 4/20/2021  F(2)  270 D$134.6196 214765 D  
Common Stock         3133 I by Managed Account (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On February 26, 2020, the reporting person was granted performance-based restricted stock units (PSU) in connection with the 2019 year-end compensation review. One third of the PSU award vests upon the achievement of each of three specific clinical development, regulatory or commercial events. The People, Culture and Compensation Committee of the Board determined that the first performance criterion was met and one-third of the PSU award vested as of April 19, 2021.
(2) Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the PSU award agreement required to cover minimum statutory tax withholding obligations that became due upon the vesting event.
(3) Reflects shares of ALNY common stock acquired by the reporting person under the ALNY 401(k) plan as a result of the ALNY 401(k) matching contribution program.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MARAGANORE JOHN
675 WEST KENDALL STREET
HENRI A. TERMEER SQUARE
CAMBRIDGE, MA 02142
X
Chief Executive Officer

Signatures
By: /s/ Mary Beth DeLena, Attorney-in-Fact For: John M. Maraganore4/21/2021
**Signature of Reporting PersonDate

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